Auditor Report of VBC Ferro Alloys Ltd.

Mar 31, 2015

1. We have audited the accompanying financial statements of M/s VBC
Ferro alloys Limited, ("the Company"), which comprise the Balance Sheet
as at March 31, 2015, the Statement of Profit and Loss, the Cash Flow
Statement for the year then ended, and a summary of the significant
accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements:

2. The Company's Board of Directors is responsible for the matters
stated in Section 134(5) of the Companies Act, 2013 ("the Act") with
respect to the preparation of these financial statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities, selection
and application of appropriate accounting policies, making judgments
and estimates that are reasonable and prudent, and design,
implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility:

3. Our responsibility is to express an opinion on these financial
statements based on our audit.

4. We have taken into account the provisions of the Act, the
accounting and auditing standards and matters which are required to be
included in the audit report under the provisions of the Act and the
Rules made thereunder.

5. We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence
about the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company's preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial control system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company's Directors, as well as
evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion on the
financial statements.

Basis for Qualified Opinion

8. Non-provision of FSA charges for the years 2010-11 to 2012-13
totaling to Rs 19,06,53,769, pending resolution of the appeals pending
before various judicial authorities as stated in Note No. 2.28(a) to
the financial statements, has resulted in understatement of the loss
for the year.

9. Non-provision of load shortfall charges for earlier years amounting
to Rs 42,42,75,760, pending disposal of company's objections by the
various administrative authorities as per the directions of Forum for
Redressal of Consumer grievances of CPDCL as stated in Note No. 2.28(b)
to the financial statements has resulted in understatement of the loss
for the year.

10. As stated in Note No 2.30 to the financial statements, the books
of account are maintained under "going concern" concept, though the
Ferro Alloys plant of the company did not carry out any production
activities during the entire year, due to commercially unviable
operations because of high power tariff, besides the entire workmen
have been retrenched during the year. Due to commercially unviable
operations because of high power tariff

Qualified Opinion

11. In our opinion and to the best of our information and according to
the explanations given to us, except for the effects of the matters
described in the Basis for Qualified Opinion paragraphs (08), (09) &
(10) above, the aforesaid financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India, of the state of affairs of the Company as at 31st March, 2015,
and its loss and its cash flows for the year ended on that date.

Emphasis of Matters

12. We draw attention to the following matters in the Notes to the
financial statements:

a. Note No. 2.13 with marks (#) that 184.589 Lakhs of shares acquired
by the company in Konaseema Gas Power Limited, the title in respect of
which is in the process of transfer.

b. Note No. 2.35 that in the opinion of the board of directors of the
company the diminution in the value of certain investments is temporary
in nature and hence no provision towards diminution in the value of
investments is considered necessary.

c. Note No. 2.36 that according to an internal technical assessment,
there is no impairment in the carrying cost of cash Generating assets
of the Company in terms of Accounting for Impairment of Asset (AS 28)
of Companies (Accounting Standard) Rules, 2006.

d. Note No. 2.37 that balances lying in some of the lenders',
suppliers', customers' accounts are subject to confirmation

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements:

13. As required by the Companies (Auditor's Report) Order, 2015 ("the
Order") issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Act, we give in the Annexure a
statement on the matters specified in the paragraph 3 and 4 of the
Order, to the extent applicable.

14. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.

b) Except for the effects of the matter described in the Basis for
Qualified Opinion paragraph above, in our opinion, proper books of
account as required by law have been kept by the Company so far as it
appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.

d) Except for the effects of the matter described in the Basis for
Qualified Opinion paragraph above, in our opinion, the aforesaid
financial statements comply with the Accounting Standards specified
under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014.

e) The matter described in the Basis for Qualified Opinion paragraph
above, in our opinion, may have an adverse effect on the functioning of
the Company.

f) On the basis of the written representations received from the
directors as on 31st March, 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2015
from being appointed as a director in terms of Section 164 (2) of the
Act.

g) The qualification relating to the maintenance of accounts and other
matters connected therewith are as stated in the Basis for Qualified
Opinion paragraphs above.

h) With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements - Refer Note No. 2.28 to
the financial statements.

ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses.

iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.

ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN PARAGRAPH 8 OF OUR
REPORT OF EVEN DATE:

The Annexure referred in paragraph (13) in our Independent Auditor's
Report of even date to the members of the Company on the financial
statements for the year ended 31 March 2015, we report that:

i) a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.

b) The fixed assets could not be physically verified by the management
during the year in accordance with a phased programme of verification,
due to closure of its plant for the entire year. Accordingly, we are
unable to report on any material discrepancies between the fixed assets
register and the assets physically available.

ii) a) Physical verification of inventory could not be conducted during
the year by the management due to closure of the plant for the entire
year.

b) As no physical verification has been conducted during the year, we
are unable to report on the adequacy of the procedures of physical
verification of inventory followed by the management.

c) On the basis of our examination of the records of inventory, we are
of the opinion that the Company is maintaining proper records of
inventory. As no physical verification of inventories has been carried
out during the year under report, we are unable to report regarding the
discrepancies between the physical stocks and the book records.

iii) The Company has not granted any loans, secured or unsecured, to
companies, firms or other parties covered in the register maintained
under section 189 of the Companies Act, 2013 ('the Act'). Consequently,
clauses 3 (iii) (a) and 3 (iii) (b) of the Order are not applicable to
the Company.

iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business with regard
to purchase of inventories fixed assets and sale of goods. The
activities of the Company do not include sale of services. We have not
observed any major weakness in the internal control system during the
course of the audit.

v) The Company has not accepted any deposits. Consequently, the clause
3(v) of the order is not applicable to the Company.

vi) We have broadly reviewed the books of account relating to
materials, labour and other items of cost maintained by the Company
pursuant to the Rules made by the Central Government for the
maintenance of cost records under sub-section (1) of section 148 of the
Companies Act, 2013 ('the Act'), and we are of the opinion that prima
facie the prescribed accounts and records have been made and
maintained. However, we have not made a detailed examination of the
records.

vii) a) According to the information and explanations given to us and
on the basis of examination of the records of the Company, there are
non-remittances/ delays in deposit/remittances of amounts deducted/
accrued in the books of account in respect of undisputed statutory dues
including provident fund, employees' state insurance, income-tax,
sales-tax, wealth-tax, service tax, duty of customs, duty of excise,
value added tax, cess and other material statutory dues during the year
by the Company with the appropriate authorities.

According to the information and explanations given to us, the details
of undisputed amounts payable in respect of income tax, sales tax,
wealth tax, service tax, duty of customs, duty of excise, value added
tax or cess and other material statutory dues which were in arrears as
at 31st March 2015 for a period of more than six months from the date
they became payable are as under:

Name of the Nature of Dues
Statute/Authority

Employee Provident Employer
Fund Act, 1952 contribution

Employee Provident Employee
Fund Act, 1952 contribution

Employee state Employer
Insurance contribution
Corporation Act 1948

Employee state Employee
Insurance contribution
Corporation Act 1948

Professional Tax 1975 Employee
contribution

Central Sales Tax Act Central sales tax

Central Sales Tax Act Central sales tax

Central Sales Tax Act Central sales tax

AP VAT Act, 2000 Value Added Tax

Income Tax Act, 1961 Regular assessment
tax

Income Tax Act, 1961 Dividend Distribution
Tax

Income Tax Act, 1961 Income tax deducted
at source

Service tax Act Service tax including
education cess

Central Excise Act Excise duty

Name of the Period to which the Amount
Statute/Authority amount relates (in Rs)

Income Tax Act, 1961 For the financial year 21,38,620
2011-12 excluding interest

Income Tax Act, 1961 From 01.04.2012 to 30,43,219
31.08.2014

Service tax Act From 01.04.2012 to 7,27,412
31.08.2014

Central Excise Act From 01.05.2013 to 81,81,486
31.08.2014

b) As at 31st March 2015, there have been no disputed dues, which have
not been deposited with the respective authorities in respect of Income
tax, Wealth-tax, Service tax, duty of customs, duty of excise, value
added tax and Cess, except the following:

Name of the Nature of Period to which
Statute/Authority Dues the amount relates

Central Sales Non submission 1996-97
Tax Act of 'C' and 'F' forms

Central Sales Non submission 2008-09
Tax Act of 'H' forms

Name of the Forum where (*)Amount
Statute/Authority dispute is pending (in Rs)

Central Sales Dy. Commissioner 18,68,890
Tax Act (Appeals)

Central Sales Appellate 11,86,633
Tax Act Dy. Commissioner(CT)

(*) Net of pre deposits made

c) According to the information and explanations given to us the
amounts which were required to be transferred to the investor education
and protection fund in accordance with the relevant provisions of the
Companies Act, 1956 (1 of 1956) and rules there under has been
transferred to such fund within time stipulated.

viii) The Company has no accumulated losses as at the end of the
financial year. However, it has incurred cash losses in the financial
year covered by our audit and the immediately preceding financial year.

ix) The Company has neither taken any term loan from financial
institutions or a bank nor issued any debentures. Consequently, the
clause 3 (ix) of the Order is not applicable to Company.

x) According to the information and explanation given to us, the
company has given two guarantees for loans taken by others from
financial institutions. The guarantees given by the company along with
other co-promoters to financial institutions on behalf of these two
companies promoted by them are with the approval of shareholders in a
general meeting and in accordance with the promoters' agreements.
Having regard to the information and explanations given to us the said
guarantees are not prejudicial to the interest of the company.

xi) According to the information and explanations given to us, the
Company has not obtained any term loans. Consequently, the clause 3
(xi) of the Order is not applicable to Company.

xii) During the course of our examination of the books of account and
records of the Company, carried out in accordance with the generally
accepted auditing practices in India, and according to the information
and explanations given to us, we have neither come across any instance
of material fraud on or by the Company nor the Company has been noticed
or reported during the course of our audit.

01. We have audited the accompanying financial statements of VBC Ferro
alloys Limited, Hyderabad ("the Company"), which comprise the
Balance Sheet as at March 31, 2014, the Statement of Profit and Loss
and Cash Flow Statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements:

02. Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position and
financial performance of the Company in accordance with the Accounting
Standards referred to in sub-section (3C) of section 211 of the
Companies Act, 1956 ("the Act"). This responsibility includes the
design, implementation and maintenance of internal control relevant to
the preparation and presentation of the financial statements that give
a true and fair view and are free from material misstatement, whether
due to fraud or error.

Auditor''s Responsibility:

03. Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement. An audit involves performing procedures to
obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditor''s
judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or
error.

04. In making those risk assessments, the auditor considers internal
control relevant to the Company''s preparation and fair presentation of
the financial statements in order to design audit procedures that are
appropriate in the circumstances but not for the purpose of expressing
an opinion on the effectiveness of the entity''s internal control. An
audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of the accounting estimates made
by management, as well as evaluating the overall presentation of the
financial statements.

05. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.

Basis of Qualification:

06. Non-provision of FSA charges for the years 2010-11 to 2012-13
totaling to Rs 19,06,53,769 pending resolution of the appeals pending
before various judicial authorities as stated in Note no 2.28(2)(a) to
annual accounts, has resulted in understatement of the loss for the
year.

07. Non-provision of load shortfall charges for earlier years amounting
to Rs 8,66,99,649, pending disposal of company''s objections by the
various administrative authorities as per the directions of Forum for
Redressal of Consumer grievances of CPDCL as stated in note no.
2.28(2)(b) to annual accounts has resulted in understatement of the
loss for the year.

Qualified Opinion:

08. In our opinion and to the best of our information and according to
the explanations given to us, subject to our remarks under paragraphs
(06) and (07) above dealing with the Basis of Qualified Opinion the
financial statements give the information required by the Act in the
manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India:

a. in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2014;

b. In the case of the Statement of Profit and Loss, of the Loss for the
year ended on that date; and

c. In the case of Cash Flow Statement, of the cash flows for the year
ended on that date.

Emphasis of Matters

09. We draw attention to note no 2.28 (3) to the financial statements
relating the maintenance of books of account on "going concern
concept" though the Ferro Alloys plant of the company did not carry
any production activities during the year under report, due to
non-supply of power by CPDCL, as described more elaborately, in
paragraph (08) of the independent audit report. Our opinion is not
qualified in respect of this matter

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;

b. in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books ;

c. the Balance Sheet, the Statement of Profit and Loss and the Cash
Flow Statement, dealt with by this Report are in agreement with the
books of account;

d. in our opinion, the Balance Sheet, the Statement of Profit and Loss
and the Cash Flow Statement, comply with the Accounting Standards
referred to in subsection (3C) of section 211 of the Companies Act,
1956;

e. on the basis of the written representations received from the
directors as on 31st March, 2014, taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March,
2014, from being appointed as a director in terms of section 274 (1)
(g) of the Act.

ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN PARAGRAPH 8 OF OUR
REPORT OF EVEN DATE:

i) a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.

b) The fixed assets could not be physically verified by the management
during the year in accordance with a phased programme of verification,
due to closure of its plant for the entire year. Accordingly, we are
unable to report on any material discrepancies between the fixed assets
register and the assets physically available.

c) The Fixed Assets disposed off by the Company during the year do not
form a substantial part thereof.

ii) a) Physical verification of inventory could not be conducted during
the year by the management due to closure of the plant for the entire
year.

b) As no physical verification has been conducted during the year, we
are unable to report on the adequacy of the procedures of physical
verification of inventory followed by the management.

c) On the basis of our examination of the records of inventory, we are
of the opinion that the Company is maintaining proper records of
inventory. As no physical verification of inventories has been carried
out during the year under report, we are unable to report regarding the
discrepancies between the physical stocks and the book records.

iii) a) The Company has not granted any loans, secured or unsecured to
companies, firms, or other parties covered in the register maintained
under section 301 of the Companies Act, 1956. Consequently, clauses
4(iii) (b) to (d) of the Order are not applicable.

b) The Company has not taken any new loans during the year, besides
loans totaling to Rs 798.67 lakhs taken from two parties in earlier
years, who are covered in the register maintained under section 301 of
the Companies Act. 1956.

c) In our opinion and according to the information and explanations
given to us , the rate of interest and other terms & conditions in
respect of the loans are not prima facie prejudicial to the to the
interest of the company.

d) The company in arrears of payment of interest of Rs.247.06 lakhs as
on the date of Balance Sheet. However, the date of repayment of
principal amount has not been stipulated.

In our opinion and according to the information and explanations given
to us, there is adequate internal control system commensurate with the
size of the Company and the nature of its business with regard to
purchase of inventory, fixed assets and sale of goods and services. We
have not observed any major weakness in the internal control system
during the course of the audit.

a) According to the information and explanations given to us, we are of
the opinion that the particulars of contracts and arrangements that
need to be entered into the register maintained under section 301 of
the Companies Act, 1956 have been so entered.

In our opinion and according to the information and explanations given
to us, the contracts and arrangements made in pursuance of contracts or
arrangements entered in the register maintained under section 301 of
the Companies Act, 1956 have been made at prices which are reasonable
having regard to prevailing market prices at the relevant time.

The Company has not accepted any deposits from public. Consequently the
clause 4(vi) of the order is not applicable.

In our opinion, the Company has an internal audit system commensurate
with its size and nature of its business.

We have broadly reviewed the books of account relating to materials,
labour and other items of cost maintained by the Company pursuant to
the Rules made by the Central Government for the maintenance of cost
records under section 209(1) (d) of the Companies Act, 1956 and we are
of the opinion that prima facie the prescribed accounts and records
have been made and maintained. However, we have not made a detailed
examination of the records.

a) According to the information and explanations given to us and on the
basis of examination of the records of the Company, there are delays in
deposit/ remittances of amounts deducted/ accrued in the books of
account in respect of undisputed statutory dues including provident
fund, income-tax, sales-tax, wealth-tax, custom duty, excise duty,
service-tax, cess and other material statutory dues during the year by
the Company with the appropriate authorities.

b) According to the information and explanations given to us, the
details of undisputed amounts payable in respect of income tax, sales
tax, wealth tax, service tax, customs duty, excise duty, cess and other
material statutory dues which were in arrears as at 31st March 2014 for
a period of more than six months from the date they became payable are
as under:

Nature of
Statute Nature of
Dues Period for which the
Amount
amount relates
(in Rs.)

c) As at 31st March 2014, there have been no disputed dues, which have
not been deposited with the respective authorities in respect of Income
tax, Sales tax, Wealth-tax, Service tax, Customs duty, Excise Duty and
Cess except the following:

Name of the Nature of (*)Amount Period of which the
Statute the Dues (Rs. in amount relates
Rs.)

x) The Company has no accumulated losses. It has incurred cash losses
in the financial year covered by our audit and also in the immediately
preceding financial year.

xi) The Company has neither taken any term loan from a financial
institution or a bank nor issued any debentures. Accordingly clause
4(xi) of order is not applicable.

xii) The Company has not granted any loans or advances on the basis of
security by way of pledge of shares, debentures and other securities.
Consequently the clause 4(xii) of the order is not applicable.

xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual
benefit fund/society. Consequently the clause 4(xiii) of the order is
not applicable.

xiv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other instruments. Consequently the
clause 4(xiv) of the order is not applicable.

xv) According to the information and explanation given to us, the
company has given two guarantees for loans taken by others from
financial institutions. The guarantees given by the company along with
other co-promoters to financial institutions on behalf of these two
companies promoted by them are with the approval of shareholders in a
general meeting and in accordance with the promotersÂ agreements.
Having regard to the information and explanations given to us the said
guarantees are not prejudicial to the interest of the company.

xvi) In our opinion, the company has not obtained any term Loans,
accordingly clause 4(xvi) of the order is not applicable.

xvii) According to the information and explanations given to us and on
overall examination of the Balance Sheet of the Company, we report that
no funds raised on short term basis have been used for long term
investment.

xviii) During the year, the Company has not made any preferential
allotment of shares. Consequently the clause 4(xviii) of the order is
not applicable.

The Company has not issued any debentures so far. Consequently clause
4(xix) of the order is not applicable.

xx) During the year, the Company has not raised money by Public issue.
Consequently the clause 4(xx) of the order is not applicable.

xxi) According to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the
course of our audit.

For BRAHMAYYA & CO.,

Chartered Accountants

(Firm Regd. No. 000513S)

Sd/-

(CA. C.V.RAMANA RAO)

Camp : Hyderabad PARTNER

Date : 29-05-2014 Membership No. 018545

Mar 31, 2013

Report on the Financial Statements:

1. We have audited the accompanying financial statements of VBC Ferro
Alloys Limited, Hyderabad ("the Company"), which comprise the
Balance Sheet as at March 31, 2013, the Statement of Profit and Loss
and Cash Flow Statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements:

2. Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position and
financial performance of the Company in accordance with the Accounting
Standards referred to in sub-section (3C) of section 211 of the
Companies Act, 1956 ("the Act"). This responsibility includes the
design, implementation and maintenance of internal control relevant to
the preparation and presentation of the financial statements that give
a true and fair view and are free from material misstatement, whether
due to fraud or error.

Auditor''s Responsibility:

3. Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement. An audit involves performing procedures to
obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditor''s
judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or
error.

4. In making those risk assessments, the auditor considers internal
control relevant to the Company''s preparation and fair presentation of
the financial statements in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of
the accounting estimates made by management, as well as evaluating the
overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.

Opinion:

6. In our opinion and to the best of our information and according to
the explanations given to us, the financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India:

a. In the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2013;

b. In the case of the Statement of Profit and Loss, of the Loss for
the year ended on that date; and

c. In the case of Cash Flow Statement, of the cash flows for the year
ended on that date.

Matter of Emphasis

7. We draw attention to note no 2.28(1) (d) to the financial
statements relating to the Fuel Surcharge Adjustments (FSAs) levied by
the Electricity Distribution Companies in Andhra Pradesh, which has
been challenged by the company before the Hon''ble High Court of Andhra
Pradesh and Hon''ble Appellate Tribunal of Electricity, New Delhi. The
company is advised by legal experts that it has good case and
accordingly no provision has been considered necessary in the accounts
in this regard. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements:

8. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.

9. As required by section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;

b. in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books ;

c. the Balance Sheet, the Statement of Profit and Loss and the Cash
Flow Statement, dealt with by this Report are in agreement with the
books of account;

d. in our opinion, the Balance Sheet, the Statement of Profit and Loss
and the Cash Flow Statement, comply with the Accounting Standards
referred to in subsection (3C) of section 211 of the Companies Act,
1956;

e. on the basis of the written representations received from the
directors as on 31st March, 2013, taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March,
2013, from being appointed as a director in terms of section 274 (1)
(g) of the Act.

i) a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets except in the case of few assets in respect of which particulars
required to be updated, the value in respect of which is not material.

b) The fixed assets have been physically verified by the management
during the year in accordance with a phased programme of verification
which, in our opinion, is reasonable having regard to the size of the
Company and the nature of its assets. According to the information
furnished to us, no material discrepancies have been noticed on such
verification

c) According to the information and explanations furnished to us, the
Fixed Assets disposed off by the Company during the year do not form a
substantial part thereof, so as to affect the going concern assumption
on preparation of the financial statements under report.

ii) a) Physical verification of inventory has been conducted during the
year by the management at reasonable intervals.

b) The procedures of physical verification of inventory followed by the
management are reasonable and adequate in relation to the size of the
Company and the nature of its business.

c) On the basis of our examination of the records of inventory, we are
of the opinion that the Company is maintaining proper records of
inventory. The discrepancies noticed on such verification between the
physical stocks and the book records were not material.

iii) a) The Company has not granted any loans, secured or unsecured to
companies, firms, or other parties covered in the register maintained
under section 301 of the Companies Act, 1956. Consequently, clauses
4(iii) (b) to (d) of the Order are not applicable.

b) The Company has taken new loans of Rs 298.67 Lakhs from two other
parties during the year, besides a loan of Rs 500 lakhs in an earlier
year from a party, who are covered in the register maintained under
section 301 of the Companies Act. 1956.

c) In our opinion and according to the information and explanations
given to us , the rate of interest and other terms & conditions in
respect of the loans are not prima facie prejudicial to the to the
interest of the company.

d) The company in arrears of payment of interest of Rs.58.64 lakhs as
on the date of Balance Sheet. However, the date of repayment of
principal amount has not been stipulated.

i) In our opinion and according to the information and explanations
given to us, there is adequate internal control system commensurate
with the size of the Company and the nature of its business with regard
to purchase of inventory, fixed assets and sale of goods and services.
We have not observed any major weakness in the internal control system
during the course of the audit.

ii) a) According to the information and explanations given to us, we
are of the opinion that the particulars of contracts and arrangements
that need to be entered into the register maintained under section 301
of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations
given to us, the contracts and arrangements made in pursuance of
contracts or arrangements entered in the register maintained under
section 301 of the Companies Act, 1956 have been made at prices which
are reasonable having regard to prevailing market prices at the
relevant time.

vi) The Company has not accepted any deposits from public. Consequently
the clause 4(vi) of the order is not applicable.

vii) In our opinion, the Company has an internal audit system
commensurate with its size and nature of its business.

viii) We have broadly reviewed the books of account relating to
materials, labour and other items of cost maintained by the Company
pursuant to the Rules made by the Central Government for the
maintenance of cost records under section 209(1) (d) of the Companies
Act, 1956 and we are of the opinion that prima facie the prescribed
accounts and records have been made and maintained. However, we have
not made a detailed examination of the records.

ix) a) According to the information and explanations given to us and on
the basis of examination of the records of the Company, there are
delays in deposit/ remittances of amounts deducted/ accrued in the
books of account in respect of undisputed statutory dues including
provident fund, income-tax, sales-tax, wealth-tax, custom duty, excise
duty, service-tax, cess and other material statutory dues during the
year by the Company with the appropriate authorities.

b) According to the information and explanations given to us, the
details of undisputed amounts payable in respect of income tax, sales
tax, wealth tax, service tax, customs duty, excise duty, cess and other
material statutory dues which were in arrears as at 31st March 2013 for
a period of more than six months from the date they became payable are
as under:

Nature of
Statute Nature of Dues Period for
which the Amount
amount relates (in Rs.)

Professional
Tax 1975 Employee From 01.07.2012 to 69200
contribution 31.08.2012

Central
Sales
Tax Act Central
sales tax For the year 2011-12 1073520

Income
Tax Act Regular For the financial year 42809642
assessment
tax 2011-12

Income
Tax Act Income tax From 01.04.2012 to 1728
deducted
at source 31.08.2012

c) As at 31st March 2013, there have been no disputed dues, which have
not been deposited with the respective authorities in respect of Income
tax, Sales tax, Wealth-tax, Service tax, Customs duty, Excise Duty and
Cess except the following:

Name of the Nature of (*)Amount Period of
which the Forum where
Statute the Dues (Rs. in amount
relates dispute is pending
Rs.)

x) The Company has no accumulated losses. It has incurred cash losses
in the financial year covered by our audit and however in the
immediately preceding financial year it has not incurred cash losses.

xi) The Company has neither taken any term loan from a financial
institution or a bank nor issued any debentures. Accordingly clause
4(xi) of order is not applicable.

xii) The Company has not granted any loans or advances on the basis of
security by way of pledge of shares, debentures and other securities.
Consequently the clause 4(xii) of the order is not applicable.

xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual
benefit fund/society. Consequently the clause 4(xiii) of the order is
not applicable.

xiv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other instruments. Consequently the
clause 4(xiv) of the order is not applicable.

xv) According to the information and explanation given to us, the
company has given two guarantees for loans taken by others from
financial institutions. The guarantees given by the company along with
other co-promoters to financial institutions on behalf of these two
companies promoted by them are with the approval of shareholders in a
general meeting and in accordance with the promoters'' agreements.
Having regard to the information and explanations given to us the said
guarantees are not prejudicial to the interest of the company.

xvi) In our opinion, the company has not obtained any term Loans,
accordingly clause 4(xvi) of the order is not applicable.

xvii) According to the information and explanations given to us and on
overall examination of the Balance Sheet of the Company, we report that
no funds raised on short term basis have been used for long term
investment.

xviii) During the year, the Company has not made any preferential
allotment of shares. Consequently the clause 4(xviii) of the order is
not applicable.

xix) The Company has not issued any debentures so far. Consequently
clause 4(xix) of the order is not applicable.

xx) During the year, the Company has not raised money by Public issue.
Consequently the clause 4(xx) of the order is not applicable.

xxi) According to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the
course of our audit.

For BRAHMAYYA & CO.,

Chartered Accountants

(Firm Regd. No. 000513S)

Sd/-

(CA. C.V.RAMANA RAO)

Camp : Hyderabad PARTNER

Date : 30-05-2013 Membership No. 018545

Mar 31, 2012

1 We have audited the attached Balance Sheet of VBC Ferro Alloys
Limited, Hyderabad as at 31st March, 2012, the Statement of Profit and
Loss for the year ended on that date and cash flow statement for the
year ended on that date. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

2 We have conducted our audit in accordance with auditing standards
generally accepted in India. These Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.

3 As required by the Companies (Auditors' Report) Order, 2003 issued
by the Central Government of India in terms of sub-section (4A) of
Section 227 of 'The Companies Act, 1956' of India (the 'Act') and
on the basis of such checks as we considered appropriate and according
to the information and explanations given to us, we set out in the
Annexure a statement on the matters specified in paragraphs 4 and 5 of
the said Order.

4 Further to our comments in the Annexure referred to above, we report
that:

a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit.

b) In our opinion, proper books of account, as required by law have
been kept by the Company so far as appears from our examination of such
books.

c) The Balance Sheet and Statement of Profit and Loss dealt with by
this report are in agreement with the books of account.

d) In our opinion the Balance Sheet and Statement of Profit and Loss
dealt with by this report comply with the accounting standards referred
to in Sub Section (3c) of Section 211 of the Companies Act, 1956.

e) In our opinion and to the best of our information and according to
the explanations given to us, they said accounts give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view, in conformity with the accounting principles
generally accepted in India:

i) in the case of the Balance Sheet of the state of affairs of the
Company as at 31st March, 2012.

ii) in the case of the statement of Profit and Loss, of the Profit for
the year ended on that date.

iii) In case of the cash flow statement, of the cash flows for the year
ended on that date.

f) On the basis of written representations received from the Directors
as on March 31st, 2012 and taken on record by the Board of Directors,
we report that none of the directors is disqualified as on March 31st,
2012 from being appointed as a director in terms of clause (g) of
sub-section (1) of section 274 of the Act.

i) a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets except in the case of few assets in respect of which particulars
required to be updated, the value in respect of which is not material.

b) The fixed assets have been physically verified by the management
during the year in accordance with a phased programme of verification
which, in our opinion, is reasonable having regard to the size of the
Company and the nature of its assets. According to the information
furnished to us, no material discrepancies have been noticed on such
verification

c) The Fixed Assets disposed off by the Company during the year do not
form a substantial part thereof.

ii) a) Physical verification of inventory has been conducted during the
year by the management at reasonable intervals.

b) The procedures of physical verification of inventory followed by the
management are reasonable and adequate in relation to the size of the
Company and the nature of its business.

c) On the basis of our examination of the records of inventory, we are
of the opinion that the Company is maintaining proper records of
inventory. The discrepancies noticed on such verification between the
physical stocks and the book records were not material.

iii) a) The Company has not granted any loans, secured or unsecured to
companies, firms, or other parties covered in the register maintained
under section 301 of the Companies Act, 1956. Consequently, clauses
4(iii)(b) to (d) of the Order are not applicable.

b) The Company has not taken any new loans during the year. However it
has taken a loan of Rs 500 lakhs in an earlier year from a party, who
is covered in the register maintained under section 301 of the
Companies Act. 1956.

c) In our opinion and according to the information and explanations
given to us , the rate of interest and other terms & conditions in
respect of the loans are not prima facie prejudicial to the to the
interest of the company.

d) The company in arrears of payment of interest of Rs.77.07 lakhs as
on the date of Balance Sheet. However, the date of repayment of
principal amount has not been stipulated.

iv) In our opinion and according to the information and explanations
given to us, there is adequate internal control system commensurate
with the size of the Company and the nature of its business with regard
to purchase of inventory, fixed assets and sale of goods and services.
We have not observed any major weakness in the internal control system
during the course of the audit.

v) a) According to the information and explanations given to us, we are
of the opinion that the particulars of contracts and arrangements that
need to be entered into the register maintained under section 301 of
the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations
given to us, the contracts and arrangements made in pursuance of
contracts or arrangements entered in the register maintained under
section 301 of the Companies Act, 1956 have been made at prices which
are reasonable having regard to prevailing market prices at the
relevant time.

vi) The Company has not accepted any deposits from public. Consequently
the clause 4(vi) of the order is not applicable.

vii) In our opinion, the Company has an internal audit system
commensurate with its size and nature of its business.

viii) We have broadly reviewed the books of account relating to
materials, labour and other items of cost maintained by the Company
pursuant to the Rules made by the Central Government for the
maintenance of cost records under section 209(1) (d) of the Companies
Act, 1956 and we are of the opinion that prima facie the prescribed
accounts and records have been made and maintained. However, we have
not made a detailed examination of the records.

ix) a) According to the information and explanations given to us and on
the basis of examination of the records of the Company, amounts
deducted/ accrued in the books of account in respect of undisputed
statutory dues including provident fund, income-tax, sales-tax,
wealth-tax, custom duty, excise duty, service-tax, cess and other
material statutory dues have been regularly deposited during the year
by the Company with the appropriate authorities.

b) According to the information and explanations given to us, no
undisputed amounts payable in respect of income tax, sales tax, wealth
tax, service tax, customs duty, excise duty, cess and other material
statutory dues which were in arrears as at 31st March, 2012 for a
period of more than six months from the date they became payable.

c) As at 31st March, 2012, there have been no disputed dues, which have
not been deposited with the respective authorities in respect of Income
tax, Sales tax, Wealth-tax, Service tax, Customs duty, Excise Duty and
Cess except the following:

Name of the Nature of (*)Amount Period of
which the Forum where
Statute the Dues (Rs.in amount relates
dispute is pending
lakhs)

x) The Company has no accumulated losses and has not incurred cash
losses in the financial year covered by our audit and the immediately
preceding financial year.

x) The Company has neither taken any term loan from a financial
institution or a bank nor issued any debentures. Accordingly clause
4(xi) of order is not applicable.

xii) The Company has not granted any loans or advances on the basis of
security by way of pledge of shares, debentures and other securities.
Consequently the clause 4(xii) of the order is not applicable.

xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual
benefit fund/society. Consequently the clause 4(xiii) of the order is
not applicable.

xiv) In our opinion, the Company is not dealing in or trading in
shares, securities, debentures and other instruments. Consequently the
clause 4(xiv) of the order is not applicable.

xv) According to the information and explanations given to us, the
company has given two guarantees for loans taken by others from
financial institutions. The guarantees given by the company along with
other co-promoters to financial institutions on behalf of two companies
promoted by them are with the approval of shareholders in a general
meeting and in accordance with the promoters' agreements. Having
regard to the information and explanations given to us the said
guarantees are not prejudicial to the interest of the company.

xvi) In our opinion, the company has not obtained any term Loans,
accordingly clause 4(xvi) of the order is not applicable.

xvii) According to the information and explanations given to us and on
overall examination of the Balance Sheet of the Company, we report that
no funds raised on short term basis have been used for long term
investment.

xviii) During the year, the Company has not made any preferential
allotment of shares. Consequently the clause 4(xviii) of the order is
not applicable.

xix) The Company has not issued any debentures so far. Consequently
clause 4(xix) of the order is not applicable.

xx) During the year, the Company has not raised money by Public issue.
Consequently the clause 4(xx) of the order is not applicable.

xxi) According to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the
course of our audit.

For BRAHMAYYA & CO.,

Chartered Accountants

(Firm Regd. No. 000513S)

Sd/-

(CA. C.V.RAMANA RAO)

Camp : Hyderabad PARTNER

Date : 24-05-2012 Membership No. 018545

Mar 31, 2010

1. We have audited the attached Balance Sheet of VBC Ferro Alloys
Limited, as at 31st March, 2010, the Profit and Loss Account and the
Cash Flow Statement for the year ended on that date annexed thereto.
These financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these
financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards
icnersHy accepted in India. These Standards require that we plan and
perform the audit to obtain reasonably assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued
by the Central Government of India in terms of sub-section (4A) of
Section 227 of The Companies Act, 1956 of India (the Act) and on the
basis of such checks as we considered appropriate and according to the
information and explanations given to us, we set our in me Annexure a
statement on the matters specified in paragraphs 4 and 5 of the said
Order.

4. Further to our comments in the Annexure referred to above, we
report that:

a) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit.

b) In our opinion, the company has kept proper books of account, as
required by iaw so far, as appears from our examination of such books.

c) The Balance Sheet and Profit and Loss Account dealt with by this
report are in agreement with the books of account.

d) In our opinion the Balance Sheet and Profit and Loss Account dealt
with by this report comply with the accounting standards referred to in
Sub Section (3c) of Section 211 of the Companies Act, 1956.

e) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by the Companies Act, 1956 in the manner so required and give
a true and fair view, in conformity with the accounting principles
generally accepted in India :

i) In the case of the Balance Sheet, of the state of affairs of the
company as at 31st March

2010. ii) In the case of the Profit and Loss account, of the Profit
for the year ended on that date. iii) In case of the cash flow
statement, of the cash flows for the year ended on that date.

f) On the basis of written representations received from the Directors
as on March, 31, 2010 and taken on record by the Board of Directors, we
report that none of the directors is disqualified as on March 31, 2010
from being appointed as a director in terms of clause (g) of
sub-section (1) of section 274 of the Act.

ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN PARAGRAPH 3 OF OUR
REPORT OF EVEN DATE:

1.1 The company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets, except in
the case of few assets in respect of which particulars required to be
updated, the value in respect of which is not material.

1.2 The fixed assets have been physically verified by the management
during the year in accordance with a phased programme of verification
which, in our opinion, is reasonable having regard to the size of the
Company and the nature of its assets. According to the information
furnished to us, no material discrepancies have been noticed on such
verification.

1.3 The fixed assets disposed-off by the company during the year do not
form a substantial part thereof.

2.1 Physical verification of inventory has been conducted during the
year by the management at reasonable intervals.

2.2 The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the company and the nature of its business.

2.3 On the basis of our examination of the records of inventory, we are
of the opinion that the company is maintaining proper records of
inventory. The discrepancies noticed on such verification between the
physical stocks and the book records were not material.

3.1 The Company has not granted any loans either secured or unsecured
to companies, firms or other parties which are covered in the register
maintained under section 301 of the Companies Act, 1956. Accordingly
sub-clauses (b), (c) and (d) of clause (iii) of paragraph 4 of the
order are not applicable.

3.2 The Company has not taken any new loans during the year. However it
has taken a loan of Rs 500 lakhs in an earlier year from a party, who
is covered in the register maintained under section 301 of the
Companies Act. 1956.

3.3 In our opinion and according to the information and explanations
given to us, the rate of interest and other terms and conditions in
respect of the loans are not prima facie prejudicial to the interest of
the Company.

3.4 The company in arrears of payment of interest of Rs 189.41 lakhs as
on the date of Balance Sheet. However, the date of repayment of
principal amount has not been stipulated.

4.1 In our opinion and according to the information and explanations
given to us, there are adequate internal control systems, commensurate
with the size of the company and the nature of its business with regard
to purchase of inventory and fixed assets and sale of goods and
services. During the course of our audit, no major weakness has been
noticed in the internal control systems.

5.1 According to the information and explanations given to us, we are
of the opinion that the particulars of contracts or arrangements that
need to be entered into the register maintained under section 301 of
the Companies Act, 1956 have been so entered.

5.2 In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements have been made at prices which are reasonable, having
regard to prevailing market prices at the relevant time.

6.1 The company has not accepted deposits from public. Accordingly the
Clause (vi) of paragraph 4 of the Order is not applicable to the
company.

7.1 In our opinion, the Company has an internal audit system
commensurate with its size and nature of its business.

8.1 According to the information and explanations given to us,
maintenance of cost records is not required under section 209(1) (d) of
the Companies Act, 1956 in respect of the business activities carried
out by the company.

9.1 According to the records of the company, the company is generally
regular in depositing with appropriate authorities undisputed statutory
dues including provident fund, Investor education and protection fund,
employees state insurance, income-tax, sales-tax, wealth-tax, service
tax, customs duty, excise duty, cess and other material statutory dues
applicable to it.

9.2 According to the information and explanations given to us, no
undisputed amounts payable in respect of income tax, wealth tax, sales
tax, service tax, customs duty, excise duty and cess and other material
statutory dues applicable to it were in arrears as at 31st March 2010
for a period of more than six months from the date they became payable.

9.3 As at 31st March 2010, there have been no disputed dues, which have
not been deposited with the respective authorities in respect of Sales
Tax, income-tax, Wealth-tax, Service tax, Excise Duty and Cess, except
the following:

10.1 The company has no accumulated losses and has not incurred any
cash loss during the financial year covered by our audit and the
immediately preceding financial year.

11.1 The company has neither taken any term loan from a financial
institution or a bank nor issued any debentures. Accordingly clause
(xi) of paragraph 4 of the order is not applicable.

12.1 The Company has not granted any loans or advances on the basis of
security by way of pledge of shares, debentures and other securities.
Accordingly clause (xii) of paragraph 4 of the order is not applicable.

13.1 In our opinion, the company is not a chit fund or a nidhi/mutual
benefit fund/ society. Accordingly, clause (xii) of paragraph 4 of the
order is not applicable.

14.1 In our opinion, the Company is not dealing in or trading in
shares, debentures and other instruments. Accordingly, clause (xiv) of
paragraph 4 of the Order is not applicable.

15.1 According to the information and explanations given to i ,, the
company has given two guarantees for loans taken by others from
financial institutions. The guarantees given by the company along with
other co-promoters to financial institutions on behalf of two companies
promoted by them are with the approval of shareholders in a general
meeting and in accordance with the respective promoters agreements.
Having regard to the information and explanations given to us the said
guarantees are not prejudicial to the interest of the company.

16.1 In our opinion, the company has not obtained any term loans,
accordingly clause (xvi) of paragraph 4 of the Order is not applicable.

17.1 According to the information and explanations given to us and on
an overall examination of the Balance Sheet of the company, we report
that funds raised to the extent of Rs 555.42 lakhs on short-term basis
have been used for long-term investment.

18.1 According to the information and explanation given to us, the
company has made preferential allotment of shares to a party covered in
the register maintained under section 301 of the Act. In our opinion,
the price at which shares have been issued is not prejudicial to the
interest of the company.

19.1 The Company has not issued any debentures; during the year
accordingly clause (xix) of paragraph 4 of the Order is not applicable.

20.1 During the year, the Company has not raised money by public issue.
Accordingly clause (xx) of paragraph 4 of the Order is not applicable.

21.1 According to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the
course of our audit.